Intercreditor Votes Clause Samples

Intercreditor Votes. ‌ To the extent that the Intercreditor Agreement remains in effect, it is understood and agreed that certain decisions specified in the Intercreditor Agreement shall be determined through an “Intercreditor Vote” as described (and defined) therein, including decisions described in the Intercreditor Agreement relating to the amendment or modification of this Indenture and other Financing Documents and the exercise of certain rights or remedies thereunder. In furtherance of the foregoing, in connection with any “Remedies Direction” (as defined in the Intercreditor Agreement), any vote in respect of a “Modification” (as defined in the Intercreditor Agreement) or other vote or decision required to be made under the Intercreditor Agreement and/or the Dutch Security Agreement, the Indenture Trustee is authorized and directed to (i) provide to the Intercreditor Agent any information in the possession of the Indenture Trustee in respect of the amounts of principal and interest owing on the Notes and (ii) provide votes and directions (including “Voting Certificates” (as defined in the Intercreditor Agreement)) to the Intercreditor Agent in response to notices of Intercreditor Votes or proposed Decision from the Intercreditor Agent at the direction of, and on behalf of, each Holder. Notwithstanding anything herein to the contrary, in connection with any decision or vote under this Section 11.08, with respect to any Global Note held through DTC or other clearing system (or a nominee thereof), each Person holding a beneficial interest in such Global Note may be considered to be a “Holder” of its portion of Notes for purposes of voting on the matter relating thereto (for example, such Person holding a beneficial interest in such Global Note may consent to any waiver or amendment directly without requiring the participation of such clearing system or its nominee); it being understood that if such Person holding a beneficial interest in such Global Notes is authorized pursuant to an official DTC proxy, or if the Indenture Trustee receives evidence satisfactory to the Indenture Trustee (in its sole discretion) that such Person holds the beneficial interests in such Global Note that it purports to vote, and such evidence of ownership may include a securities position or participant list or other information obtained from DTC or the applicable clearing system and that such Person holding a beneficial interest in such Global Notes shall remain so owned for purposes of such vo...

Intercreditor Votes. Each Party's Entitlement to Vote. ----------------------------------------------------- 4.3.1 Each Designated Voting Party shall be entitled to vote in each Intercreditor Vote conducted under this Agreement. 4.3.2 For all purposes of voting under this Agreement, no actual vote need be taken in respect of any Bond if the Indenture permits the Trustee to rely on a certificate, report of an expert or Rating Agency confirmation in determining how to cast its votes in any Intercreditor Vote. Upon receipt of such certificate, report or confirmation, the Trustee shall cast its votes in accordance therewith. 4.3.3 Except (i) for the limitation on the enforcement of rights, remedies and powers under Section 4.1.1, (ii) for matters requiring an ------------- Intercreditor Vote under Section 4.2 or this Section 4.3 or (iii) as otherwise ----------- ----------- expressly provided for in a Facility Document, the respective Designated Voting Parties may make all decisions, determine the acceptability of and rely on certificates, exercise discretion, execute Modifications and grant Waivers as are contemplated by such Facility Document.

Intercreditor Votes. Votes Allocated to Each Party. (a) Except as otherwise provided in Section 8.02, each Secured Creditor will have a number of votes in any Intercreditor Vote equal to its portion (in Dollar amounts in relation to the aggregate Dollar amount of the Combined Exposure) of the Combined Exposure under the Secured Obligation Documents to which it is a party. (b) In calculating the Voting Party Percentage consenting to, approving, waiving or otherwise providing direction with respect to a decision, the number of votes cast by all Secured Creditors in favor of the proposed consent, approval, Modification, direction or other action (the “Numerator”) shall be divided by the total number of votes entitled to be cast with respect to such matter (the “Denominator”).

Intercreditor Votes. Each Party's Entitlement to Vote 17 Section 3.04. Intercreditor Votes: Votes Allocated to Each Party 17 Section 3.05. [Reserved] 18

Intercreditor Votes. Votes Allocated to Each Party. 4.4.1 Each Person that is a Designated Voting Party for any Intercreditor Vote shall have a number of votes in such Intercreditor Vote equal to the portion of the Combined Exposure represented by its Voting Facility. 4.4.2 In calculating the percentage of the Combined Exposure in any Intercreditor Vote consenting to, approving, waiving or otherwise providing direction with respect to a decision which requires an Intercreditor Vote, the total dollar amount of the Combined Exposure voting, through the Designated Voting Parties, in any one direction with respect to such decision shall be divided by the aggregate Combined Exposure. Each Designated Voting Party and each of the Senior Secured Parties that is a party hereto (for itself, each party on whose behalf it executes this Agreement and any Person claiming through it) hereby waives any and all rights it may have to object to or seek relief from the decision of the Designated Voting Parties voting with respect to such matter and agrees to be bound by such decision. Nothing contained in this Section 4.4.2 shall preclude any Designated Voting Party from participating in any re-voting or further voting relating to such matter. 4.4.3 No Bonds held by any Obligor, any partner, shareholder or member of any Obligor or any of their respective Affiliates shall have any vote in respect of any matter and such Bonds shall be disregarded for all purposes of any such vote.

Intercreditor Votes. Votes Allocated to Each Party. (a) Each Voting Party, if entitled to cast a vote with respect to the matter being considered, shall have the following number of votes in such Intercreditor Vote: (i) with respect to each Lender, a number of votes equal to the sum of the Total Outstandings represented by or owed to such Lender; (ii) from and after the delivery of a Hedge Termination Certificate, with respect to each Interest Rate Hedge Bank, a number of votes equal to the Settlement Amount, if any, owing to such Interest Rate Hedge Bank set out in such Hedge Termination Certificate; and (iii) with respect to each Additional Secured Party with respect to any Series of Additional Secured Obligations, a number of votes equal to the sum of the Total Outstandings NYDOCS01/1212479.10 S-17 Puget- Amended and Restated Collateral Agency Agreement 07771-0276/LEGAL16959722.4 5/4/10 (b) In calculating the Voting Party Percentage consenting to, approving, waiving or otherwise providing direction with respect to a decision, the number of votes cast in favor of the proposed consent, approval, waiver, direction or other action shall be divided by the total number of votes entitled to be cast with respect to such matter. The Secured Parties (including any Secured Party that becomes a party hereto after the date hereof) hereby waive any and all rights they may have to object to or seek relief from the decision of the Voting Parties voting with respect to any matter and agree to be bound by such decision. Nothing contained in this Section 3.04(b) shall preclude any Voting Party from participating in any re-voting or further voting relating to such matter.